Metavesco (MVCO) 10-K 1 Sep 21 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Jun. 30, 2021	Aug. 24, 2021
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--06-30
Entity File Number	811-8387
Entity Registrant Name	WATERSIDE CAPITAL CORPORATION
Entity Central Index Key	0000924095
Entity Tax Identification Number	54-1694665
Entity Incorporation, State or Country Code	VA
Entity Address, Address Line One	140 West 31st Street, 2nd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	212
Local Phone Number	686-1515
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	Yes
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	true
Entity Public Float		$ 1,520,554
Entity Common Stock, Shares Outstanding		6,082,214

Balance Sheets

Balance Sheets - USD ($)	Jun. 30, 2021	Jun. 30, 2020
ASSETS
Cash	$ 44	$ 12,625
TOTAL ASSETS	44	12,625
Current Liabilitites
Accounts Payable	22,089	8,700
Convertible Note Payable - Roran	149,838	104,838
Accrued Interest Payable	36,441	20,749
Total Current Liabilities	208,368	134,287
Total Liabilities	208,368	134,287
Stockholders Deficit
Common Stock, $1.00 par value, 10,000,000 shares authorized, 6,082,214 shares issued and outstanding, as of June 30, 2021 and June 30, 2020	6,082,214	6,082,214
Additional Paid-In Capital	11,639,814	11,609,814
Accumulated Deficit	(17,930,352)	(17,813,690)
Total Stockholders Deficit	(208,324)	(121,662)
TOTAL LIABILITIES & STOCKHOLDERS DEFICIT	$ 44	$ 12,625

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Jun. 30, 2020
Statement of Financial Position [Abstract]
Common stock, par value	$ 1	$ 1
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	6,082,214	6,082,214
Common stock, shares outstanding	6,082,214	6,082,214

Statements of Income (Loss)

Statements of Income (Loss) - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Expense
Administrative expenses	$ 70,970	$ 57,760
Interest expense	45,692	70,707
Total Expense	116,662	128,467
Net Loss	(116,662)	(128,467)
Net Loss	$ (116,662)	$ (128,467)
Weighted Average Number of Common Shares Outstanding- Basic and Diluted	6,082,214	2,165,548
Net Loss Per Share- Basic and Diluted	$ (0.02)	$ (0.06)

Statements of Stockholders' Def

Statements of Stockholders' Deficit - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jun. 30, 2019	$ 1,915,548	$ 15,586,480	$ (17,685,223)	$ (183,195)
Beginning balance, shares at Jun. 30, 2019	1,915,548
Beneficial conversion feature		40,000		40,000
Conversion of note payable and accrued interest	$ 4,166,666	(4,016,666)		150,000
Conversion of note payable and accrued interest, shares	4,166,666
Net loss for the year			(128,467)	(128,467)
Ending balance, value at Jun. 30, 2020	$ 6,082,214	11,609,814	(17,813,690)	(121,662)
Ending balance, shares at Jun. 30, 2020	6,082,214
Beneficial conversion feature		30,000		30,000
Net loss for the year			(116,662)	(116,662)
Ending balance, value at Jun. 30, 2021	$ 6,082,214	$ 11,639,814	$ (17,930,352)	$ (208,324)
Ending balance, shares at Jun. 30, 2021	6,082,214

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash Flow from Operating Activities
Net loss	$ (116,662)	$ (128,467)
Adjustments to reconcile net loss (income) to net cash used in operating activities:
Amortization of debt discount	30,000	47,500
Changes in assets and liabilities
Accounts Payable	13,389	1,392
Accrued Interest Payable	15,692	23,207
Net cash used in operating activities	(57,581)	(56,368)
Cash flow from Financing Activities
Proceeds from convertible note payable	45,000	60,000
Net cash provided by financing activities	45,000	60,000
Net cash (decrease) increase for year	(12,581)	3,632
Cash at beginning of year	12,625	8,993
Cash at end of year	44	12,625
Supplemental disclosure of non-cash financing activity
Intrinsic value of embedded beneficial conversion feature on convertible note payable	30,000	40,000
Conversion of note payable and accrued interest to common stock		$ 150,000

ORGANIZATION AND OPERATIONS

ORGANIZATION AND OPERATIONS	12 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND OPERATIONS	NOTE 1 – ORGANIZATION AND OPERATIONS Waterside Capital Corporation (the “Company”) was incorporated in the Commonwealth of Virginia on July 13, 1993 and was a closed-end investment company licensed by the Small Business Administration (the “SBA”) as a Small Business Investment Company (“SBIC”). The Company previously made equity investments in, and provided loans to, small businesses to finance their growth, expansion, and development. Under applicable SBA regulations, the Company was restricted to investing only in qualified small businesses as contemplated by the Small Business Investment Act of 1958. As a registered investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), the Company’s investment objective was to provide its shareholders with a high level of income, with capital appreciation as a secondary objective. The Company made its first investment in a small business in October 1996. On May 28, 2014, with the Company’s consent, the court having jurisdiction over the action filed by the SBA (the “ Court Order 11,770,722 The Company effectively stopped conducting an active business upon the appointment of the SBA as the receiver, and the commencement of the court-ordered receivership (the “ Receivership The Company has no operating assets of any value, and the Company no longer has the SBIC license from the SBA. On April 22, 2020, the SEC issued an order declaring that the Company had ceased to be an investment company. The Company will now seek to either (i) enter into a new business; or, (ii) merge with, or otherwise acquire, an active business which would benefit from operating as a public entity, and has undertaken a search to identify the best possible candidate(s) in order to provide value to the shareholders of the Company. Going Concern The accompanying financial statements of our Company have been prepared in accordance with accounting principles generally accepted in the United States. The Company effectively ceased operations, and it continues to have net losses through the date of these financial statements. Our financial statements have been presented on the basis that our business is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We are subject to the risks and uncertainties associated with a business with no operating business or assets and no revenue, as well as limitations on our operating capital resources. We have incurred operating losses and negative operating cash flows since the Receivership, and we expect to continue to incur operating losses and negative operating cash flows at least through the near future. Roran, which is a related party to the Company, has previously agreed to loan our Company funds to meet our most critical cash requirements. For further discussion of the Roran loan, see Notes 3 and 4. WATERSIDE CAPITAL CORPORATION NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 As a result of the aforementioned factors, management has concluded that there is substantial doubt about our ability to continue as a going concern. Our independent registered public accounting firm, in its report on our 2021 financial statements, raised substantial doubt about our ability to continue as a going concern. Our financial statements as of and for the year ended June 30, 2021, do not contain any adjustments for this uncertainty.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Fiscal Year-End The Company elected June 30 th Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. Beneficial conversion feature Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification (“ASC”) for the identification of related parties and disclosure of related party transactions. WATERSIDE CAPITAL CORPORATION NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and, (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitments and Contingencies The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, management evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Deferred Tax Assets and Income Taxes Provision The Company adopted the provisions of ASC 740-10-25-13. ASC 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. WATERSIDE CAPITAL CORPORATION NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 Tax years that remain subject to examination by major tax jurisdictions are generally the prior three (3) years for federal purposes, and the prior four (4) years for state purposes; however, as a result of the Company’s operating losses, all tax years remain subject to examination by tax authorities. Net Income (Loss) Per Common Share The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share. Basic net income (loss) per share is computed by dividing the net income (loss) available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net income (loss) per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 3 – NOTES PAYABLE On March 30, 2010, the SBA notified the Company that its account had been transferred to liquidation status and that the then outstanding debentures of $ 16.1 On May 24, 2012 the SBA delivered to the Company a notice of an event of default for failure to meet the principal repayment schedule under the Note Agreement (the “ Notice On November 20, 2013 the SBA filed a complaint in the United States District Court for the Eastern District of Virginia seeking, among other things, receivership for the Company and a judgment in the amount outstanding under the Note Agreement plus continuing interest. The complaint alleged that as of October 31, 2013 there remained an outstanding balance of $ 11,762,634 2,021 The Company initially took steps to contest the legal action initiated by the SBA and to oppose the receivership action. On April 29, 2014 the Board of Directors of the Company, as then constituted (the “ Board On May 28, 2014, with the Company’s consent, the court having jurisdiction over the action filed by the SBA (the “ Court Order 11,770,722 11,700,000 70,722 On June 28, 2017, the Receivership was terminated and a final order entered by the Court provided Roran with control of the Company. As of June 30, 2021, the Company’s outstanding judgment payable totaled $ 0 WATERSIDE CAPITAL CORPORATION NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 The Company’s outstanding judgment payable owed to the SBA was purchased by Roran from the SBA in July 2017. As such, all amounts due to the outstanding judgment payable were owed to Roran rather than the SBA. Upon purchase, the Company began to accrue interest that was due under the original terms of the judgment payable. The statutory interest rate was 0.094 10,584,254 On September 19, 2017, the Company issued a Convertible Promissory Note in an amount up to $ 150,000 in favor of Roran which was increased to $ 200,000 on June 17, 2019 and $ 250,000 on December 13, 2019 (the “ Note Loan Agreement Note is due and payable on the maturity date, which was March 19, 2019 and then extended to September 19, 2019 and then June 19, 2020 and a further extension is being negotiated. Amounts borrowed under the Note bear interest at 12 % per annum. Roran has the right to convert all or any portion of the Note into shares of the Company’s common stock at a conversion price equal to 60 % of the share price. As a result of the advances made pursuant to the Loan Agreement, the Company has incurred total obligations of $ 149,838 as of June 30, 2021 (exclusive of accrued interest). During the year ended June 30, 2021, the total advances were $ 45,000 . The Company recorded a BCF due the conversion option of $ 30,000 0 . The amount is netted against the note payable balance as a debt discount with the corresponding entry to additional paid-in capital. The debt discount has been amortized as interest expense through the maturity date.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 - RELATED PARTY TRANSACTIONS The following individuals and entities have been identified as related parties based on their family affiliation with our CEO and Chairman of the Board: Yitzhak Zelmanovitch Roran Capital LLC The following amounts were owed to related parties, affiliated with the CEO and Chairman of the Board, at the dates indicated: SCHEDULE OF AMOUNTS OWED TO RELATED PARTIES June 30, 2021 Convertible Note Payable $ 149,838 Interest on Convertible Note Payable 36,441 Due to related parties $ 186,279 On June 8, 2020, Roran Capital converted $124,500 principal amount of its promissory note with the Company and $25,500 of accrued and unpaid interest thereon, totaling $ 150,000 , into 4,166,666 shares of the Company’s common stock at the stated conversion price per share of $ 0.036 . The remaining balance due on the promissory note, as of the conversion date, was $ 104,838 in principal and $ 19,988 in interest, and the Company has not yet amended its Loan Agreement and Promissory Note with Roran Capital to extend the maturity date, which expired on June 19, 2020 .

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 5 - SUBSEQUENT EVENTS The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Fiscal Year-End	Fiscal Year-End The Company elected June 30 th
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions	Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
Convertible Financial Instruments	Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. Beneficial conversion feature
Related Parties	Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification (“ASC”) for the identification of related parties and disclosure of related party transactions. WATERSIDE CAPITAL CORPORATION NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and, (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Commitments and Contingencies	Commitments and Contingencies The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, management evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Deferred Tax Assets and Income Taxes Provision	Deferred Tax Assets and Income Taxes Provision The Company adopted the provisions of ASC 740-10-25-13. ASC 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. WATERSIDE CAPITAL CORPORATION NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2021 Tax years that remain subject to examination by major tax jurisdictions are generally the prior three (3) years for federal purposes, and the prior four (4) years for state purposes; however, as a result of the Company’s operating losses, all tax years remain subject to examination by tax authorities.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share. Basic net income (loss) per share is computed by dividing the net income (loss) available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net income (loss) per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	12 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
SCHEDULE OF AMOUNTS OWED TO RELATED PARTIES	The following amounts were owed to related parties, affiliated with the CEO and Chairman of the Board, at the dates indicated: SCHEDULE OF AMOUNTS OWED TO RELATED PARTIES June 30, 2021 Convertible Note Payable $ 149,838 Interest on Convertible Note Payable 36,441 Due to related parties $ 186,279

ORGANIZATION AND OPERATIONS (De

ORGANIZATION AND OPERATIONS (Details Narrative)	May 28, 2014USD ($)
Small Business Administration [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Amount paid in favor of judgement	$ 11,770,722

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	12 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Income tax likelihood of being realized upon ultimate settlement	fifty percent (50%)
Income tax examination, description	Tax years that remain subject to examination by major tax jurisdictions are generally the prior three (3) years for federal purposes, and the prior four (4) years for state purposes; however, as a result of the Company’s operating losses, all tax years remain subject to examination by tax authorities.

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	Jun. 30, 2019	Sep. 19, 2017	May 28, 2014	Jul. 31, 2017	Jun. 30, 2021	Jun. 30, 2020	Jun. 08, 2020	Dec. 13, 2019	Jun. 17, 2019	Oct. 31, 2013	Mar. 30, 2010
Financing Receivable, Credit Quality Indicator [Line Items]
Notes payable										$ 11,762,634	$ 16,100,000
Accrue interest										$ 2,021
Judgment payable					$ 0
Convertible Notes Payable, Current					149,838	$ 104,838
[custom:NotesPayableAdvance-0]					45,000
Beneficial conversion feature					30,000
Debt Instrument, Unamortized Discount					$ 0
Roran Capital LLC [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Convertible Notes Payable, Current							$ 104,838
Roran Capital LLC [Member] | Convertible Loan Agreement [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Debt instrument face amount		$ 150,000						$ 250,000	$ 200,000
Debt Instrument, Maturity Date, Description		Note is due and payable on the maturity date, which was March 19, 2019 and then extended to September 19, 2019 and then June 19, 2020 and a further extension is being negotiated.
Debt Instrument, Interest Rate, Stated Percentage		12.00%
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger		60.00%
Small Business Administration [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Accrue interest			$ 70,722
Amount paid in favor of judgement			11,770,722
Debt instrument face amount			$ 11,700,000
Small Business Administration [Member] | Roran Capital LLC [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Statutory interest rate				0.094%
Gain on extinguishment of debt	$ 10,584,254

SCHEDULE OF AMOUNTS OWED TO REL

SCHEDULE OF AMOUNTS OWED TO RELATED PARTIES (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 08, 2020
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Convertible Note Payable	$ 149,838	$ 104,838
Interest on Convertible Note Payable	$ 36,441	20,749
Roran Capital LLC [Member]
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Convertible Note Payable			$ 104,838
Interest on Convertible Note Payable			$ 19,988
Yitzhak Zelmanovitch [Member] | Roran Capital LLC [Member]
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Convertible Note Payable		149,838
Interest on Convertible Note Payable		36,441
Due to related parties		$ 186,279

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Jun. 08, 2020	Jun. 30, 2021	Jun. 30, 2020
Entity Listings [Line Items]
Convertible Notes Payable, Current		$ 149,838	$ 104,838
Interest Payable, Current		$ 36,441	$ 20,749
Roran Capital LLC [Member]
Entity Listings [Line Items]
Debt Conversion, Description	On June 8, 2020, Roran Capital converted $124,500 principal amount of its promissory note with the Company and $25,500 of accrued and unpaid interest thereon, totaling $
Debt Conversion, Converted Instrument, Amount	$ 150,000
Debt Conversion, Converted Instrument, Shares Issued	4,166,666
Debt Instrument, Convertible, Conversion Price	$ 0.036
Convertible Notes Payable, Current	$ 104,838
Interest Payable, Current	$ 19,988
Debt Instrument, Maturity Date	Jun. 19, 2020